| (1)__Immediately before the conversion or merger became | effective the converting or surviving limited | partnership was not a limited liability limited | partnership; and |
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| (2)__At the time the 3rd party enters into the | transaction less than 2 years have passed since the | person dissociated as a general partner and the 3rd | party: |
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| (i)__Does not have notice of the dissociation; |
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| (ii) Does not have notice of the conversion or | merger; and |
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| (iii) Reasonably believes that the converted or | surviving organization is the converting or | constituent limited partnership, the converting or | constituent limited partnership is not a limited | liability limited partnership and the person is a | general partner in the converting or constituent | limited partnership. |
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| §1442.__Power of general partners and persons dissociated as |
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| general partners to bind organization after conversion or |
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| | 1.__Act of general partner before conversion or merger.__An | act of a person that immediately before a conversion or merger | became effective was a general partner in a converting or | constituent limited partnership binds the converted or surviving | organization after the conversion or merger becomes effective if: |
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| A.__Before the conversion or merger became effective, the | act would have bound the converting or constituent limited | partnership under section 1352; and |
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| B.__At the time the 3rd party enters into the transaction, | the 3rd party: |
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| (1)__Does not have notice of the conversion or merger; | and |
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| (2)__Reasonably believes that the converted or | surviving business is the converting or constituent | limited partnership and that the person is a general | partner in the converting or constituent limited | partnership. |
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